UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 27, 2020
TRUE NATURE HOLDING, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware | | 000-53601 | | 87-0496850 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
7535 East Hampden Avenue, Ste. 400 Denver, Colorado 80231 |
(Address of principal executive offices) (Zip Code) |
(844) 383-8689
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 | Entry into Material Definitive Agreement. |
Sale and Issuance of Eagle Equities, LLC Term Note
The Company entered into a Securities Purchase Agreement and Promissory note dated January 24, 2019, and funded on January 27, 2020 in the net amount of $256,000. The lender was Eagle Equities, LLC. The new note carries an 12% interest rate, and has a maturity date of twelve (12) months from the date of execution. The Company may prepay the note, and management intends to fulfill this option, at a premium of 110% to 140% of principal and interest between the date of issuance and 180 days thereafter. Should the note not be paid in full, any remaining balance, at any time after 180 days after issuance maybe convertible into the Company’s common stock at a conversion price for each share of common stock equal to 60% of the lowest traded price of the Company's common stock for the 20 prior trading days including the day upon which a notice of conversion is received by the Company. The use of proceeds included the retiring of debt obligations, and there is a prohibition in the agreement against additional discounted convertible notes.
Item 1.01 of this Current Report on Form 8-K contains only a brief description of the material terms of the Eagle Equities, LLC Note, the Eagle Equities, LLC SPA, and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the full text of the Eagle Equities, LLC Note, the Eagle Equities, LLC SPA, filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference
Item 2.03 | Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The applicable information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.02 | Unregistered Sales of Equity Securities. |
The applicable information set forth in Item 1.01 and in Item 5.02 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The issuance of the securities set forth herein was made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company’s reliance upon Section 4(a)(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the Securities was an isolated private transaction by us which did not involve a public offering; (b) there was only one recipient; (c) there were no subsequent or contemporaneous public offerings of the Securities by the Company; (d) the Securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the Securities took place directly between the individual and the Company; and (f) the recipient of the Securities is an accredited investor.
Item 5.03 | Amendments to Articles of Incorporation or Bylaws: Change in Fiscal Year. |
On February 4, 2020 the Board of Directors by written consent approved changing the name of the Company from True Nature Holding, Inc. to Mitesco, Inc. and to make a request to change the stock symbol from “TNTY” to “MITI”, subject to approval by FINRA. On the same day, the Board of Directors of the Company adopted the resolution to amend its Articles of Incorporation to affect the Name Change. On February 6, 2020 the Companies directed its counsel to file the required FINRA application forms required to execute the changes discussed. Pursuant to the request the Company’s CUSIP for its commons stock will also be changed. The Company will notify its shareholders when FINRA advises it with the new CUSIP information and will then file an amendment to its Articles of Incorporation with the State of Delaware Secretary of State.
Item 9.01 | Financial Statements and Exhibits. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TRUE NATURE HOLDING, INC. |
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Date: February 7, 2020 | By: | /s/ Julie R. Smith |
| | Julie R. Smith |
| | President, Chief Operating Officer |
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| By: | /s/ Lawrence Diamond |
| | Lawrence Diamond |
| | Chief Executive Officer and Interim Chief Financial Officer |
